Solicitation Body AG5C16S080013.doc

AG-5C16-S-08-0013

TABLE OF CONTENTS

PAGE

SF-1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEM

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

SECTION D - PACKAGING AND MARKING

SECTION E - INSPECTION AND ACCEPTANCE

SECTION F - DELIVERIES OR PERFORMANCE

SECTION G - CONTRACT ADMINISTRATION DATA

SECTION H - SPECIAL CONTRACT REQUIREMENTS

SECTION I - CONTRACT CLAUSES

SECTION J - LIST OF ATTACHMENTS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND

OTHER STATEMENTS OF OFFERORS

SECTION L - INSTRUCTIONS, CONDITIONS, AND

NOTICES TO OFFERORS

SECTION M - EVALUATION FACTORS FOR AWARD

PART I

SECTION B—SUPPLIES OR SERVICES and PRICES/COSTS

KENTUCKY WORK ZONE ONE (1)

BASE PERIOD: October 1, 2008 to September 30, 2009

OPTION YEAR 1: October 1, 2009 to September 30, 2010

OPTION YEAR 2: October 1, 2010 to September 30, 2011

OPTION YEAR 3: October 1, 2011 to September 30, 2012

OPTION YEAR 4: October 1, 2012 to September 30, 2013

KENTUCKY WORK ZONE TWO (2)

BASE PERIOD: October 1, 2008 to September 30, 2009

OPTION YEAR 1: October 1, 2009 to September 30, 2010

OPTION YEAR 2: October 1, 2010 to September 30, 2011

OPTION YEAR 3: October 1, 2011 to September 30, 2012

OPTION YEAR 4: October 1, 2012 to September 30, 2013

KENTUCKY WORK ZONE THREE (3)

BASE PERIOD: October 1, 2008 to September 30, 2009

OPTION YEAR 1: October 1, 2009 to September 30, 2010

OPTION YEAR 2: October 1, 2010 to September 30, 2011

OPTION YEAR 3: October 1, 2011 to September 30, 2012

OPTION YEAR 4: October 1, 2012 to September 30, 2013

KENTUCKY WORK ZONE FOUR (4)

BASE PERIOD: October 1, 2008 to September 30, 2009

OPTION YEAR 1: October 1, 2009 to September 30, 2010

OPTION YEAR 2: October 1, 2010 to September 30, 2011

OPTION YEAR 3: October 1, 2011 to September 30, 2012

OPTION YEAR 4: October 1, 2012 to September 30, 2013

KENTUCKY WORK ZONE FIVE (5)

BASE PERIOD: October 1, 2008 to September 30, 2009

OPTION YEAR 1: October 1, 2009 to September 30, 2010

OPTION YEAR 2: October 1, 2010 to September 30, 2011

OPTION YEAR 3: October 1, 2011 to September 30, 2012

OPTION YEAR 4: October 1, 2012 to September 30, 2013

KENTUCKY WORK ZONE SIX (6)

BASE PERIOD: October 1, 2008 to September 30, 2009

OPTION YEAR 1: October 1, 2009 to September 30, 2010

OPTION YEAR 2: October 1, 2010 to September 30, 2011

OPTION YEAR 3: October 1, 2011 to September 30, 2012

OPTION YEAR 4: October 1, 2012 to September 30, 2013

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

Delivery orders under this contract are authorized to be issued by Bruce Lawrence and/or Connie McKinney, Contracting Officers for the Natural Resources Conservation Service.

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C.1 AGAR 452.211-72 STATEMENT OF WORK/SPECIFICATIONS (FEB 1988)

SCOPE OF SERVICES

I. OBJECTIVE

The objective of this solicitation is to obtain closing services for acquisitions of conservation easements on behalf of the United States of America, acting by and through the Natural Resources Conservation Service (NRCS), United States Department of Agriculture (USDA) pursuant to Title XII of the Food Security Act of 1985, as amended, 16 U.S.C. 3837. Section 2401 of the Farm Security and Rural Investment Act of 2002 (Pub. L. 107-171) amended the Food Security Act of 1985 to authorize Grassland Reserve Program. The conservation easements are under the Wetlands Reserve Program (WRP) and other Farm Bill programs.

NRCS is seeking to establish an indefinite quantity/indefinite delivery contract for one base period and four option years for the following time periods:

Base Year—October 1, 2008 to September 30, 2009

Option Period 1--October 1, 2009 to September 30, 2010

Option Period 2--October 1, 2010 to September 30, 2011

Option Period 3--October 1, 2011 to September 30, 2012

Option Period 4--October 1, 2012 to September 30, 2013 Multiple awards may be made. The estimated price range is $25,000 to $100,000 over the potential five year life for this contract. There is no guaranteed minimum or maximum number of delivery orders to be issued under this contract for the base or any option period.

The contractor (Closing Agent) shall provide all personnel, equipment, tools, materials, supervision and other items and services necessary to perform the work as defined in the Performance Work Statement (PWS). The contractor shall perform to the standards of this contract.

II. BACKGROUND

The Wetlands Reserve Program, Grassland Reserve Program, and other conservation programs authorize the acquisition of easement rights from willing landowners that will allow NRCS to protect, restore, maintain, manage, and monitor the vegetation and hydrology. The NRCS is the lead agency within the United States Department of Agriculture charged with administering the programs.

III. QUALIFICATIONS

The Closing Agent is responsible for having a current knowledge of the requirements of State law concerning closing real estate transactions and title clearance. The title insurance company must be on the United States Attorney General’s list of approved companies and must comply with all State laws, including title insurance reserves requirements. The Closing Agent must be an approved agent licensed to do title insurance business in the State. The State Insurance Commissioner must approve the title insurance company.

The Closing Agent will provide evidence of liability insurance coverage for errors and omissions in the amount of at least $1,000,000 and fidelity coverage of at least $500,000 on each individual who will have access to the program funds; or provide an indemnification agreement from the title insurance company for which the Closing Agent will close the transaction(s) satisfactory to the NRCS providing for reimbursement to NRCS for any loss caused by fraud, dishonesty, or failure by the attorneys, agents, or employees of the Closing Agent to comply with NRCS’ written closing instructions. The American Land Title Association (ALTA) Closing Protection Letter Revised 3/27/87 is satisfactory to meet this condition of responsibility. Evidence of liability must be provided before awarding closing services approval.

IV. SCOPE

The Closing Agent shall furnish all closing services, including obtaining title insurance from a title company approved by the United States Attorney General. The Closing Agent will perform the same closing services as in a commercial transaction, including disbursement of funds, obtaining deeds and any necessary curative instruments to assure merchantable insurable title in the name of the United States of America to the conservation easement.

The closing services will be performed in the county courthouse of the county in which the conservation easement is located, unless the contractor and landowner mutually agree to a different location.

V. CONFLICT OF INTEREST

A Closing Agent will not close on a conservation easement purchase for a spouse, children, partners or business associates, nor have a financial interest in the real estate to be covered by the proposed easement.

VI. DESCRIPTION OF SERVICE

The Closing Agent shall:

Upon receiving the Class “B” Rural Survey of the easement area from NRCS, the Closing Agent must obtain the Commitment for Title Insurance. The Closing Agent shall provide title insurance covering both the easement area and the ingress/egress to and from the easement. ALTA U.S. Policy Form dated 9/28/91 shall be used.

The title search will be for a sufficient period of time for the title company to insure the title without objectionable exceptions, and will determine and document in a title search report the following: the names of all owners of record; any outstanding mortgages with name of the holder; any liens and name of the holder; any judgments or pending suits and litigant’s name; outstanding tax claims with name of taxing entity; easement or rights of ways of any type and the name of the holder of such easements or rights of way; whether oil, gas, and mineral interests have been severed with the name of the interest holder and terms of the lease; and any other exceptions that may cloud the title of the easement to be purchased.

The Closing Agent will submit the Title Insurance Commitment Binder and the Title Search Report to the Program Coordinator in Lexington, Kentucky, no later than 30 business days from receipt of the order documents from NRCS.

Upon receipt of the required documents, NRCS will obtain from its Office of General Counsel (OGC) a Preliminary Title Opinion (PTO) which will set out any exceptions to the title. OGC will determine which exceptions are acceptable and which exceptions must be cured.

NRCS will issue closing instructions to the Closing Agent and will furnish the Warranty Easement Deed, Owner’s Affidavit, and when applicable, the Subordination Agreement and Limited Lien Waiver form to the Closing Agent. The Closing Agent will be responsible for obtaining all necessary signatures and recordation.

The Closing Agent will not close any transaction or record deeds or other instruments before receiving the Preliminary Title Opinion (PTO) and closing instructions from USDA-NRCS.

When the Closing Agent has taken action to remove unacceptable title defects and is ready to close, the Closing Agent will forward a working copy of the HUD-1 to the Program Coordinator. As soon as the HUD-1 is received and approved, NRCS will process the landowner's easement payment, (if it is to be dispersed by the closing agent), along with payment for the title insurance expense and recordation fees. The payments for disbursement at closing will be electronically transferred into the escrow account of the Closing Agent at the specified banking institution. The electronic transfer of funds will take 5 to 10 days.

After the Closing Agent has verified that funds have been transferred to the Closing Agent’s escrow account, the Closing Agent will schedule a closing date with the landowner. The Closing Agent will close the transaction in the county courthouse in which the property is located or at a place mutually satisfactory to the Closing Agent and landowner within 10 business days of receipt of payments for the program. The Closing Agent will not close any transaction until funds are received.

The Closing Agent will close the transaction, record the deed and other instruments as necessary, and insure that the following have occurred:

1. No new encumbrances have been recorded against the subject property since the date of the title commitment.

2. Receipt execution and recordation of the Warranty Easement Deed from the landowner.

3. All exceptions required to be removed, released, subordinated, waived or otherwise handled as set forth in the Preliminary Title Opinion from the Office of the General Counsel and provided to you in writing as part of the closing instructions have been completed and the applicable clearance documents recorded.

4. All taxes, assessments, etc., are paid to the date that the Warranty Easement Deed is recorded.

5. Furnish a Final Title Policy in an insured amount, which is the same as the consideration paid for the conservation easement. The Final Title Policy shall be on ALTA U.S. Policy Form 9/28/91 and will be issued by a title insurance company that is on the Attorney General’s approved list.

6. Comply with any listed title commitment or binder requirements.

7. Prepare/submit IRS form 1099-S for all easement payments. (only applicable if easement payments are to be dispersed by the closing agent).

8. Record the survey plat at the County Courthouse.

If any new encumbrances have been recorded against the subject property since the date of the title commitment, the Closing Agent or Program Coordinator will immediately notify the NRCS Contracting Officer or Program Coordinator in Lexington, Kentucky and will not proceed until further instructions are received.

Upon completion of the closing, the Closing Agent will send to NRCS the U.S. Policy Form 9/28/91, naming the United States of America as the insured, in the amount of the purchase price as of the date and time of recording of the Warranty Easement Deed to the United States of America. The policy of title insurance will be free and clear of all encumbrances (exceptions) to the title except those shown as acceptable in the OGC Preliminary Title Opinion/closing instructions. At the time of closing, the Closing Agent will provide a Settlement Statement to the landowner in the form similar to HUD-1 (8-87) RESPA. HB 4305.2.

Using an overnight delivery service, the Closing Agent will return the original copy of the following documents to the Contracting Officer within five business days following the closing:

1. The invoice for the agreed closing/legal fee, title insurance premium cost, and recordation fees incurred.

2. Policy of title insurance (original and one copy).

3. The original recorded copy and one copy of the Warranty Easement Deed to the United States of America.

4. Owner’s Affidavit.

5. Settlement Statement, HUD-1 (original and one copy)

6. Certified copies of any title clearance showing the recordation date.

Upon receipt and approval of the final documents, NRCS will process the payment of the invoice submitted by the Closing Agent. NRCS will forward final documents to OGC for a Final Title Opinion.

WORK LOCATIONS IN KENTUCKY

Work locations have been identified as Zones 1-6. The below is a listing of each county in Kentucky is listed below in the corresponding zone for work performance:

ZONE 1: Fulton, Hickman, Carlisle, Ballard, McCracken, Graves, Calloway, Marshall, Livingston.

ZONE 2: Trigg, Lyon, Crittenden, Caldwell, Christian, Hopkins, Webster, Union, Henderson, Daviess, McLean, Muhlenberg, Todd, Ohio, Hancock.

ZONE 3: Logan, Butler, Edmonson, Warren, Simpson, Allen, Barren, Hart, Green, Taylor, Adair, Metcalfe, Monroe, Cumberland, Clinton, Russell, Casey, Pulaski, Wayne, McCreary.

ZONE 4: Breckinridge, Grayson, Hardin, Meade, Bullitt, LaRue, Nelson, Marion, Washington, Spencer, Shelby, Oldham, Jefferson, Anderson, Mercer, Boyle, Lincoln, Garrard.

ZONE 5: Trimble, Henry, Carroll, Gallatin, Boone, Kenton, Campbell, Owen, Grant, Pendleton, Bracken, Mason, Robertson, Fleming, Nicholas, Bourbon, Harrison, Clark, Madison, Jessamine, Fayette, Woodford, Franklin, Scott.

ZONE 6: Lewis, Greenup, Carter, Rowan, Elliott, Boyd, Lawrence, Bath, Montgomery, Powell, Menifee, Morgan, Martin, Johnson, Magoffin, Wolfe, Estill, Jackson, Rockcastle, Lee, Owsley, Breathitt, Floyd, Pike, Knott, Letcher, Perry, Harlan, Leslie, Clay, Laurel, Whitley, Knox, Bell.

VII. Delivery

NRCS will furnish all agency-related documents and forms necessary for the Closing Agent to complete the closing process. The Closing Agent will furnish all documents to NRCS in a timely manner unless otherwise specified.

AGAR 452.211-73 ATTACHMENTS TO STATEMENT OF WORK/SPECIFICATIONS (FEB 1988)

The attachments to the Statement of Work/Specifications listed in Section J are hereby made part of this solicitation and any resultant contract.

SECTION D - PACKAGING AND MARKING

THERE ARE NO CLAUSES INCLUDED IN THIS SECTION

SECTION E - INSPECTION AND ACCEPTANCE

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://acqnet.gov/far/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

NUMBER TITLE

DATE

52.246-4 INSPECTION OF SERVICES-FIXED-PRICE AUG 1996

SECTION F - DELIVERIES OR PERFORMANCE

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.211-18 VARIATION IN ESTIMATED QUANTITY APR 1984

AGAR 452.211-74 PERIOD OF PERFORMANCE (FEB 1988)

The period of performance of this contract is outlined in SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT.

52.216-18 Ordering (Oct 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from October 1, 2008 through September 30, 2013, assuming exercising of all option periods.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

52.216-19 Order Limitations (Oct 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $250, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor—

(1) Any order for a single item in excess of $7,500;

(2) Any order for a combination of items in excess of 5 orders; or

(3) A series of orders from the same ordering office within 10 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) of this section.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 10 days after issuance, with written notice stating the Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this notice, the Government may acquire the supplies or services from another source.

52.216-22 Indefinite Quantity (Oct 1995)

(a) This is an indefinite-quantity contract for the supplies or services specified and effective for the period stated, in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after September 30, 2013 assuming all option periods are exercised.

SECTION G - CONTRACT ADMINISTRATION DATA

NRCSAR 4I-52.232-70 DESIGNATED PAYMENT OFFICE CONTACT POINT

(NRCS, AUG 1989)

The contact point described below coordinates the issuance of payments under this contract. If payment is not received within 5 days after the due date specified in the contract, contact the payment office designated below for information on when payment will be made:

Bruce Lawrence/Contracting Officer USDA-Natural Resources Conservation Service

771 Corporate Drive, Suite 210 Lexington, KY 40503

SECTION H - SPECIAL CONTRACT REQUIREMENTS

You may access the appropriate wage determination for each Kentucky County via the following website: http://www.wdol.gov/

PART II - CONTRACT CLAUSES

SECTION I - CONTRACT CLAUSES

52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): http://acqnet.gov/far/

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.202-1

DEFINITIONS

JUL 2004

** 52.209-6

PROTECTING THE GOVERNMENT'S

SEP 2006

INTEREST WHEN SUBCONTRACTING WITH

CONTRACTORS DEBARRED, SUSPENDED,

OR PROPOSED FOR DEBARMENT

52.219-6

NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE

JUN 2003

**** 52.222-1

NOTICE TO THE GOVERNMENT OF LABOR

FEB 1997

DISPUTES

52.222-3

CONVICT LABOR

JUN 2003

* 52.222-21

PROHIBITION OF SEGREGATED FACILITIES

FEB 1999

* 52.222-26

EQUAL OPPORTUNITY

MAR 2007

** 52.222-35

EQUAL OPPORTUNITY FOR SPECIAL DISABLED

SEP 2006

VETERANS, VETERANS OF THE VIETNAM ERA

AND OTHER ELIGIBLE VETERANS

* 52.222-36

AFFIRMATIVE ACTION FOR WORKERS WITH

JUN 1998

DISABILITIES

** 52.222-37

EMPLOYMENT REPORTS ON SPECIAL DISABLED SEP 2006

VETERANS, VETERANS OF THE VIETNAM ERA

AND OTHER ELIGIBLE VETERANS

52.222-41

SERVICE CONTRACT ACT OF 1965, AS AMENDED NOV 2007

***** 52.223-5

POLLUTION PREVENTION AND RIGHT-TO-KNOW AUG 2003

INFORMATION

*** 52.223-6

DRUG FREE WORKPLACE

MAY 2001

52.225-13

RESTRICTIONS ON CERTAIN FOREIGN

JUN 2008

PURCHASES

52.232-1

PAYMENTS

APR 1984

52.232-8

DISCOUNTS FOR PROMPT PAYMENT

FEB 2002

52.232-11

EXTRAS

52.232-23

ASSIGNMENT OF CLAIMS

JAN 1986

52.232-25

PROMPT PAYMENT

OCT 2003

52.232-33

PAYMENT BY ELECTRONIC FUNDS TRANSFER OCT 2003

--CENTRAL CONTRACTOR REGISTRATION

52.233-1

DISPUTES (ALTERNATE I DEC 1991)

JUL 2002

52.233-3

PROTEST AFTER AWARD

AUG 1996

52.233-4

APPLICABLE LAW FOR BREACH OF

CONTRACT CLAIM

OCT 2004

52.236-7

PERMITS AND RESPONSIBILITIES

NOV 1991

52.243-1

CHANGES - FIXED-PRICE

AUG 1987

ALTERNATE I (APR 1984)

52.249-1

TERMINATION FOR CONVENIENCE OF

THE GOVERNMENT (FIXED PRICE)

52.249-8

DEFAULT (FIXED PRICE SUPPLY AND SERVICE) APR 1984

52.253-1

COMPUTER GENERATED FORMS

JAN 1991

(* Applicable if contract award exceeds $10,000)

(** Applicable if contract award exceeds $25,000)

(*** Applicable if contract is awarded to an individual)

(**** Applicable to Emergency Watershed Protection Projects)

(***** Applicable when performance is on a Federal Facility)

52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

This statement is for information only: IT IS NOT A WAGE DETERMINATION Employee Class Monetary Wage - Fringe Benefits

Lawyers

$44.12 per hour

Paralegals/Legal Assts.

$21.65 per hour

Law Clerks

$17.70 per hour

Secretary

$14.29 per hour

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (MAR 2007)

(a) Definitions. As used in this clause—

“Commercial item” has the meaning contained in Federal Acquisition Regulation 2.101, Definitions.

“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or non-developmental items as components of items to be supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212(a));

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201). Flow down as required in accordance with paragraph (g) of FAR clause 52.222-39).

(vi) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631) (flow down required in accordance with paragraph (d) of FAR clause 52.247-64).

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

52.204-7 Central Contractor Registration (Apr 2008)

(a) Definitions. As used in this clause—

“Central Contractor Registration (CCR) database” means the primary Government repository for Contractor information required for the conduct of business with the Government.

“Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

“Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Subpart 32.11) for the same concern.

“Registered in the CCR database” means that—

(1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and

(2) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record “Active”. The Contractor will be required to provide consent for TIN validation to the Government as a part of the CCR registration process.

(b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the CCR database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS +4” followed by the DUNS or DUNS +4 number that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database.

(c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company Physical Street Address, City, State, and ZIP Code.

(iv) Company Mailing Address, City, State and ZIP Code (if separate from physical).

(v) Company Telephone Number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

(d) If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(g)

(1) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the CCR database; (B) comply with the requirements of Subpart 42.12 of the FAR; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the CCR information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the CCR database. Information provided to the Contractor’s CCR record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at http://www.ccr.gov or by calling 1-888-227-2423, or 269-961-5757.

52.207-8 Annual Representations and Certifications (Jan 2006)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541191.

(2) The small business size standard is $6M average annual receipts for the offerors preceeding 3 fiscal years.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (c) of this provision applies.

(2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (c) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes:

[ ] (i) Paragraph (c) applies.

[ ] (ii) Paragraph (c) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

(c) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below [offeror to insert changes, identifying change by clause number, title, date]. These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer.

FAR Clause # Title Date Change

Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA

52.217-9 Option to Extend the Term of the Contract (Mar 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 years.

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

SECTION J - LIST OF ATTACHMENTS

LIST OF ATTACHMENTS:

Kentucky Work Zone Map

PART IV - REPRESENTATIONS AND INSTRUCTIONS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND

OTHER STATEMENTS OF OFFERORS

52.219-1 SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is 541191.

(2) The small business size standard is $6 million average annual receipts for an offerors preceding 3 fiscal years.

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

(b) Representations.

(1) The offeror represents as part of its offer that it [ ] is, [ ] is not a small business concern.

(2) [Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The offeror represents, for general statistical purposes, that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) [Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a women-owned small business concern.

(4) [Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a veteran-owned small business concern.

(5) [Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (b)(4) of this provision.] The offeror represents as part of its offer that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(6) [Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The offeror represents, as part of its offer, that—

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUBZone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR Part 126; and

(ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR Part 126, and the representation in paragraph (b)(6)(i) of this provision is accurate for the HUBZone small business concern or concerns that are participating in the joint venture. [The offeror shall enter the name or names of the HUBZone small business concern or concerns that are participating in the joint venture: __________.] Each HUBZone small business concern participating in the joint venture shall submit a separate signed copy of the HUBZone representation.

(c) Definitions. As used in this provision—

“Service-disabled veteran-owned small business concern”—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) “Service-disabled veteran” means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

“Small business concern” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size standard in paragraph (a) of this provision.

“Veteran-owned small business concern” means a small business concern—

(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned small business concern” means a small business concern—

(1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

(d) Notice.

(1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished.

(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm’s status as a small, HUBZone small, small disadvantaged, or women-owned small business concern in order to obtain a contract to be awarded under the preference programs established pursuant to section 8(a), 8(d), 9, or 15 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall—

(i) Be punished by imposition of fine, imprisonment, or both;

(ii) Be subject to administrative remedies, including suspension and debarment; and

(iii) Be ineligible for participation in programs conducted under the authority of the Act.

52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The offeror represents that--

(a) It [ ] has, [ ] has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation;

(b) It [ ] has, [ ] has not filed all required compliance reports; and

(c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards.

(Applicable if contract award exceeds $10,000)

52.222-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

The offeror represents that (a) it [ ] has developed and has on file, [ ] has not developed and does not have on file, at each establishment, affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (b) it [ ] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor.

SECTION L - INSTRUCTIONS, CONDITIONS, AND

NOTICES TO OFFERORS

52.204-6 DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER (APR 2008)

(a) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation “DUNS” or “DUNS+4” followed by the DUNS number or “DUNS+4” that identifies the offeror’s name and address exactly as stated in the offer. The DUNS number is a nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS number plus a 4-character suffix that may be assigned at the discretion of the offeror to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11) for the same concern.

(b) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.

(1) An offeror may obtain a DUNS number—

(i) Via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or

(ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office.

(2) The offeror should be prepared to provide the following information:

(i) Company legal business name.

(ii) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(iii) Company physical street address, city, state and ZIP Code.

(iv) Company mailing address, city, state and ZIP Code (if separate from physical).

(v) Company telephone number.

(vi) Date the company was started.

(vii) Number of employees at your location.

(viii) Chief executive officer/key manager.

(ix) Line of business (industry).

(x) Company Headquarters name and address (reporting relationship within your entity).

52.211-4 AVAILABILITY FOR EXAMINATION OF SPECIFICATIONS NOT LISTED IN THE GSA INDEX OF FEDERAL SPECIFICATIONS, STANDARDS AND COMMERCIAL ITEM DESCRIPTIONS (JUN 1988)

The specifications cited in this solicitation are not available for distribution. However, they may be examined at the following location(s):

(Activity):

Contract Section (Complete Address): USDA-NRCS

771 Corporate Drive, Suite 210

Lexington, KY 40503 Telephone Number: (859) 224-7312 Person to be contacted: Bruce Lawrence Time(s) for viewing: 8:00 AM until 3:00 PM local time

AGAR 452.204-70 INQUIRIES (FEB 1988)

Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

PREPARATION OF QUOTATION (NRCS, KY, MAR 2002)

In order to receive complete consideration for award of a contract, prospective contractors are requested to submit quotations consisting of the following:

-- Completed STANDARD FORM 1449 (one original signed copy)

-- Completed SECTION B, THE BID SCHEDULE

-- Completed SECTION K - REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS or INDICATE THAT ORCA IS COMPLETED

SECTION M - EVALUATION FACTORS FOR AWARD

52.216-27 Single or Multiple Awards (Oct 1995)

The Government may elect to award a single delivery order contract or task order contract or to award multiple delivery order contracts or task order contracts for the same or similar supplies or services to two or more sources under this solicitation.

The offers will be evaluated based on the following:

Offers will be evaluated on a 100 point scale. The evaluation elements are as follows:

1. Location (20 points)—evaluation will be based on the first-line contractors’ proximity to the specified work zone(s).